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EXHIBIT 10.201
ADVERTISING ADVANCE LOAN
("Ad Loan")
$9,000,000.00 ▇▇▇▇▇▇ County, Missouri
June 16, 2000
FOR VALUE RECEIVED, the undersigned Big Cedar L.L.C., a Missouri
limited liability company, who together with its successors and assigns in
interest is herein referred to as Maker, promises to pay to Bluegreen Vacations
Unlimited, Inc., a Florida corporation, or order ("Holder"), the principal sum
of NINE MILLION DOLLARS ($9,000,000.00),with no interest except as provided
hereinbelow. The principal and interest shall be payable at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the Holder hereof may
designate in writing, in accordance with the terms set forth hereinbelow until
the time the entire indebtedness evidenced hereby is fully paid.
The term of this Note shall be seven (7) years from the date of
execution hereof, subject to ▇▇▇▇▇▇'s rights of acceleration as provided for
below. The term hereof may be extended by Maker for an additional term of up to
three (3) years, if upon the expiration of the initial term hereof, a balance on
this Note exists and there remains unsold timeshare interests at the Big Cedar
Resort Club, so long as Maker, Bass Pro or Bass Pro Affiliates are not in
default of the Marketing and Promotions Agreement or License Agreements as
therein defined. No principal unpaid at the time of maturity shall be paid by
Maker to Holder, except as otherwise set forth herein.
During the term hereof, the sole source of repayment of this Note by
Maker shall be (i) Distributions paid or payable by Maker from the Bluegreen/Big
Cedar Vacations LLC, a Delaware limited liability company; and (ii) application
of the Generation Commission. The Generation Commission shall be defined as set
forth in that certain Marketing and Promotions Agreement made and entered into
as of the date hereof, by and between Maker, Bass Pro, Inc., a Delaware
corporation, Holder and Bluegreen/Big Cedar Vacations, LLC, a Delaware limited
liability company ("Marketing Agreement").
If the above-named sources of payment of the obligations hereunder by
Maker to Holder are insufficient to repay the amounts due hereunder, Maker will
not be obligated to repay any insufficiency except as provided herein. If Maker
is in default of the Marketing Agreement, ▇▇▇▇▇▇ may declare the balance of this
Note due and payable one (1) year following such default, together with interest
at the rate of nine percent (9%) per annum, accruing from and after the date the
applicable cure period expires to the date of payment of such balance and Maker
shall be fully liable, personally, for the indebtedness hereunder, without
limitation to the above named sources of payment, and Holder may proceed to
foreclose on its lien against the interest of Maker in the Bluegreen/Big Cedar
Vacations, LLC, a Delaware limited liability company, and foreclose on its deed
of trust concerning the Additional Property, which Additional Property is as
defined in the Contribution Agreement.
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Holder shall be permitted, in its discretion, to receive and accept
receivables from timeshare purchasers of timeshare interests in the Big Cedar
Resort Club as repayment of this Note, whether the same constitutes a
Distribution and thereby a source of repayment as set forth hereinabove, or
whether the same constitutes repayment otherwise.
If Holder is in default of the Operating Agreement by committing acts
of fraud in the management of the Bluegreen/Big Cedar Vacations, LLC, in a
manner inconsistent with the terms thereof and such breach causes actual damages
to Maker in an amount equal to or in excess of thirty-five percent (35%) of the
then outstanding principal amount of this Note, and in such event Holder fails
to cure such default within thirty (30) days after receiving written notice of
the specific facts claimed by Maker to constitute such default then, so long as
Maker, Bass Pro or a Bass Pro Affiliate is not in breach or default of the
Marketing Agreement or the License Agreements defined thereunder, nor is Big
Cedar in default of the Operating Agreement of the LLC, then (i) there shall be
no further obligation of Maker whatsoever to repay the outstanding balance of
this Note, and Holder shall execute any and all documents necessary to
acknowledge release of Maker's obligations with respect to this Note and
security therefor; provided any payments previously received by Holder from
Maker respecting payoff of this Note shall remain the property of Holder; and
(ii) the Marketing Agreement and all License Agreements as defined thereunder
shall terminate.
The Holder hereof may exercise the option of acceleration set forth
above after a default by the Maker as set forth above, regardless of any prior
forbearance. In the event of default by Maker as set forth above, and if this
Note is referred to an attorney-at-law for collection or any action at law or in
equity is brought with respect hereto, the Maker shall pay the Holder hereof all
expenses and costs, including but not limited to reasonable attorney's fees.
Prepayment of the indebtedness hereunder shall be permitted. Any
prepayment shall first be applied against any outstanding interest due and
payable under this Note and then applied to the outstanding principal balance.
From time to time, without affecting any obligation of the undersigned
or the successors or assigns of the undersigned hereunder, and without liability
on the part of the Holder hereof, the Holder may, at the option of the Holder
hereof, extend the time for payment the indebtedness due hereunder or any part
thereof, reduce the payments hereon, release anyone liable on any of said
outstanding principal balance, accept the renewal of this Note, join in any
extension or subordination agreement, release any security given herefor, accept
or release other or additional security, and agree with the undersigned to
modify the rate of interest, terms, time of payment or period of amortization of
this Note or change the sources of payment hereunder. No one or more of such
actions shall constitute a novation.
Presentment, notice of dishonor, and protest are hereby waived by Maker
and endorsers hereof. This Note shall be the joint and several obligation of
Maker and its respective successors and assigns.
This Note is given in return for value received, the receipt and
sufficiency of which is hereby acknowledged. The principal amount due hereunder
has been advanced to Maker by ▇▇▇▇▇▇ in consideration of the services, promises,
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and agreements of Maker, Bass Pro and Bass Pro Affiliates as set forth in the
Marketing Agreement, the Contribution Agreement, and the Operating Agreement. By
execution hereof, Maker acknowledges that ▇▇▇▇▇▇ would not have advanced the
principal amount to Maker hereunder but for the services, promises and
agreements of Maker, Bass Pro and Bass Pro Affiliates as set forth in the
Marketing Agreement, the Contribution Agreement, and the Operating Agreement;
and Maker's acknowledgment that use of the proceeds advanced by Holder hereunder
will be to repay Bass Pro indebtedness owed by Maker to Bass Pro.
The indebtedness evidenced by this Note is secured by a first priority
security interest in Maker's ownership interest in Bluegreen/Big Cedar
Vacations, LLC, and a first priority deed of trust in and to certain property
located in Taney County, Missouri. This Note shall be governed by the law of the
State of Missouri.
For purpose of this Note, the following words shall have the
definitions set forth hereinbelow:
(a) BASS PRO shall mean Bass Pro, Inc., a Delaware corporation;
(b) BASS PRO AFFILIATE shall mean Bass Pro Outdoor World, L.L.C., a
Missouri limited liability company, Bass Pro Outdoors Online, L.L.C., a
Missouri limited liability company, Bass Pro Trademarks, L.L.C., a
Missouri limited liability company, BPS Catalog, L.P., a Missouri
limited partnership, BPS Catalog GP, Inc., a Missouri corporation and
Worldwide Sportsman, Inc., a South Carolina corporation.
(c) BIG CEDAR OR MAKER shall mean Big Cedar L.L.C., a Missouri limited
liability company and its successors and assigns;
(d) BIG CEDAR RESORT CLUB shall mean that certain timeshare development
located in Taney County, Missouri, adjacent to the Big Cedar Lodge,
which timeshare development is developed or to be developed by
Bluegreen/Big Cedar Vacations LLC, a Delaware limited liability
company;
(e) BLUEGREEN/BIG CEDAR VACATIONS, LLC OR LLC shall mean that certain
Delaware limited liability company of which Holder and Maker are
members as of the date of this Note;
(f) BLUEGREEN OR HOLDER shall mean Bluegreen Vacations Unlimited, Inc.
a Florida corporation;
(g) CONTRIBUTION AGREEMENT shall mean that certain Contribution
Agreement made and entered into as of the date hereof, by and between
Holder and Maker.
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(h) DISTRIBUTION shall mean any and all cash or other property,
including timeshare receivables, of the LLC as may be distributed by
such limited liability company to Big Cedar from time to time.
(i) MARKETING AGREEMENT shall mean that certain Marketing and
Promotions Agreement made and entered into as of the date hereof, by
and between Big Cedar, Bass Pro and Bass Pro Affiliates and Bluegreen
and its respective Affiliates;
(j) OPERATING AGREEMENT shall mean the operating agreement of the
Bluegreen/Big Cedar Vacations, LLC.
The indebtedness evidenced by this instrument is subordinated to
indebtedness due and owing to FINOVA Capital Corporation, a Delaware
corporation, to the extent set forth in the Subordination Agreement dated as of
June 16, 2000, executed by ▇▇▇▇▇▇ in favor of FINOVA Capital Corporation.
WITNESS THE HAND AND SEAL OF THE UNDERSIGNED:
MAKER: Big Cedar, L.L.C., a Missouri
limited liability company
By: Three ▇▇▇▇▇ Company, a Missouri
corporation, its sole member [SEAL]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Finance
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